


Great Power, Great Responsibility

by blueshifted



Series: Ultimate Spider-Girl [1]
Category: Ultimate Spider-Man (Cartoon 2012)
Genre: Also oh my god tagging for ensemble shows, Ben Parker Dies, Canon-Typical Violence, Genderbending, It's a Given, It's a Spidey origin story, Like, Rule 63, S1E01-02 Great Power Great Responsibility
Language: English
Status: In-Progress
Published: 2020-12-20
Updated: 2020-12-20
Packaged: 2021-03-11 00:54:17
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 15,180
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28186467
Author URL: https://archiveofourown.org/users/blueshifted/pseuds/blueshifted
Summary: In a universe where Peyton Parker gained super powers after being bit by a genetically altered spider, she will team up with SHIELD in pursuit of a singular goal: becoming the Ultimate Spider-Girl......whether she wants to, or not.
Relationships: Ben Parker & Peter Parker, Harry Osborn & Peter Parker, Harry Osborn & Peter Parker & Mary Jane Watson, May Parker (Spider-Man) & Peter Parker, Peter Parker & Mary Jane Watson, Sam Alexander & Ava Ayala & Luke Cage & Danny Rand
Series: Ultimate Spider-Girl [1]
Series URL: https://archiveofourown.org/series/2064819
Kudos: 5





	1. Your Friendly Neighborhood Peyton Parker

"Come _on_ , hurry it up, would ya'?"

The man looked nervous, eyes darting back and forth down the back alley he was standing in. The sky was growing lighter and lighter by the minute. "The sun'll be up soon," he added anxiously. "People'll be wakin' up!"

Of course, _some_ people were already awake, but I wasn't about to tell _him_ that.

"Shut _up_ ," was the growled response that floated out through the door.

Through a couple of old, half broken windows, I could sort of see inside the building. There were two more men, kneeling next to a large hole in one of the walls. Not an outer wall, oh no— as the cut padlock now lying on the ground showed, _this_ building had been rather easy for them to break into. But this building didn't have anything worthwhile inside, just some empty warehouse.

The one next door, however— which just _happened_ to share a wall with this one— had a jewelry store at its front. The only downside was, jewelry stores tend to have pesky security systems that can cause all kinds of problems if unsavory characters try to break in.

Assuming they still had power, that is.

From the snatches of conversation that had drifted out, it seemed that part of the wiring for this particular security system ran through one of the side walls. To be specific, the one that now had a hole torn in it, with two shady men peering in. Apparently, disabling the security system was turning out to be harder than they thought. So, just in case, they had posted a lookout.

That lookout continued to glance around, obviously tense. Suddenly, something clattered down the alleyway and he spun to face it, entirely missing a certain someone that slipped into the building behind him. "… _Guys_ ," he hissed, darting inside. "There's somebody out there!"

"There's nobody out there," the biggest of the trio snapped back. "Stop being such a pansy! Now get back outside and keep your mouth shut!" Annoyed, he turned back to where the third member of their group was working with a pair of pliers and wire cutters.

Flinching, the smallest member of the three turned to head back for the door— only for it to slam shut in his face. He let out a yelp even as the other two leapt to their feet, eyes searching wildly.

I did my best to hold in a chuckle.

The lookout was shuffling backwards, panicking. "They're already inside… they're in here with us, we gotta get out of here—"

The biggest one grabbed him by his shirt and yanked him close. " _Shut it!_ Quit your yammerin' and spread out! Find 'em!" He shoved the littler man away, and reached back to his waist band to pull out the gun that had been tucked there. He looked back at his partner who had been working at the wall— that one grabbed the discarded sledgehammer, hefting it up. The big one nodded, then shouted to the room at large: "Come out, if you know what's good for you!" I chose not to dignify that with a response.

The lookout continued to blubber and drip sweat; his head was practically on a swivel, desperately trying to find, well, me. That was when his eyes fell on the door they had come in, and I glanced that way as well see what had caught his attention.

With light starting to filter through the windows, I could just make out a single strand, still stuck to the top of the door… it was glistening, almost see through… And the look of recognition on the guy's face told me, he had realized what it was.

Before he could open his mouth to shout, I fired an identical strand at his back— then _hauled_.

Of course, the other two spun at the sudden screaming, only to see their lookout disappearing into the darkness of the rafters overhead. One short tap later, the screaming stopped.

"What the hell," the hammer wielding thug breathed, eyes going wide.

The one with the gun just narrowed his eyes. "It ain't a _what_ , it's a _who_ ," he growled. "An' I know exactly who it is… Get down here and fight like a man!" he snarled into the darkness. His gun was pointed upwards, but without a target, it was an empty threat.

He still couldn't see me, but I smirked anyways. "Why don't you come up here and fight like a spider? Also—"

The gun toting thug seemed to notice me dropping from the ceiling out of the corner of his eye, and tried to whirl around. He got his legs kicked out for his trouble and crashed to the floor, gun skittering out of his hand.

I stood over him, the light now clearly illuminating my red and blue suit. " _Not_ a guy," I finished, hands going to my hips.

The big man, who was now on the floor, sneered. I could see his eyes focus on something just behind me.

"I mean, come on," I continued, and the thug on the floor smirked. I gestured to myself; "I know the costume kind of flattens things out—"

A sledgehammer came smashing down, right into the spot I _had_ been standing in, a half second earlier.

"But _seriously?_ " I went on without missing a beat, as though I hadn't just sidestepped something that could have completely crushed my skull. I glanced at the guy behind me, whose mouth was gaping like a fish. Turning sideways, I placed my hands on my stomach. "Hey, be honest with me. Do I look like a guy when I'm dressed like this?"

His surprise turned into murderous rage, and he swung the hammer upwards— I bent backwards to avoid it this time. He didn't let up, and charged after me, throwing blow after blow that I dodged with ease. It almost looked like we were dancing… if, y'know, there was a dance that involved construction equipment.

There was so much comedic gold in this situation, though, it was hard to pick one. I settled for: "Being chased by a guy with a hammer— _so_ many inappropriate jokes I could make right now!" Of course, he wasn't laughing— honestly, criminals have _no_ sense of humor. But I could see, his arms were starting to shake from the effort of slinging that huge hammer around so much.

So he threw everything he had into one final overhand swing, the sledgehammer aimed right for my head— this time I didn't bother moving. A triumphant look sprung to his face.

I caught it.

It almost jerked the thug right off his feet; he was so taken aback, it took him a moment to realize what had even happened. Oh yes, I had _caught_ the sledgehammer. With one hand, no less.

I mean, not bragging, or anything.

He couldn't see my expression through my mask, but the look I was giving him was entirely unimpressed. I leaned in until we were face to face. "Yeah… _not_ your best move."

Then I delivered a kick to his chest that by all rights shouldn't have even hurt, coming from a girl my size. Instead, it knocked the guy half way across the room, yanking the hammer clean out of his grasp.

Glancing at the sledgehammer, I tossed it to one side like it was nothing more than a stick. "Two down," I muttered. "That just leaves— _whoa!_ "

I ducked right a deafening _crack_ filled the room, and sparks flew where the bullet hit some metal shelves. The last thug had taken a potshot at me, although the jolt in the back of my head was insisting that it had buzzed by a little _too_ close for comfort. I shot a web at the opposite wall and yanked myself up, trying to get out of the line of fire.

"Didn't they ever tell you you're not supposed to point those at people?" This time I was annoyed, mostly at myself for not keeping track of what the third guy was doing. Obviously, while I was dancing with the Hammer Brother, he had gotten his gun back and was waiting for a clear shot.

The big man just grinned. "They told me, only point it at something I intend to _kill_."

" _Ouch_ ," was my dry reply. Two more bullets were fired, but I was alert and on the move now, and the shots went wide. "Ooh, so close! You're getting _warmer_ ," I taunted in a sing song voice, leaping to the ceiling, then crawling into the rapidly diminishing shadows.

" _Shut up_ , and come out where I can shoot you," he growled back.

"Y'know, that sounds _so_ tempting." Perfect, he didn't see me. I fired a quick web shot at the opposite side of the room, where it struck a cardboard box.

As planned, the thug heard it and spun, firing again. At the same time, I swung myself across the ceiling so I was positioned directly over his head, before lowering myself down on a line.

It didn't take long for the guy to realize he hadn't hit me after all. He turned to keep looking— only to find me inches from his face, hanging upside down. "Miss me?"

" _Agh!_ " Despite his earlier 'tough guy' act, he flinched backwards, and that was all the opportunity I needed.

I flipped myself around on the web, using my momentum to send a kick straight into his head. He was unconscious before he hit the floor.

Cutting my web-line, I dropped to the ground as well, surveying my handiwork. All three were unconscious, though I supposed I should be getting that one guy off of the ceiling…

A few minutes and some very liberal use of webbing later, all of the would-be crooks were on the floor and webbed in place. A sound drifting into the empty warehouse caught my attention, however: police sirens. Someone must have heard the gunfire and called 911.

"Well," I started, lightly kicking the biggest one in the stomach as he started to rouse back into consciousness. "What can I say? It's been fun." I glanced out the window. "But I really ought to go, before the—"

Something finally clicked in my brain. Window. Light. Sun.

"The sun is up?" I blurted, yanking open the door to duck outside. And yes indeed— the sun was halfway over the horizon at this point. "I gotta go!"

I immediately fired a web at the tallest nearby building, hauling myself up. The police would take care of the criminals— I had some place I needed to be!

Once I got up to a stretch where the buildings were a more than a couple of stories high, it went faster, and pretty soon I was making tracks across the city. Before too long, I was back in the suburbs of Queens. The sun was almost completely up by this time, and people were starting to move around. I had to be even more careful, lest anybody see me— but I was cutting it close, and growing more anxious by the minute.

Then one particular house came into sight. I gave a final cursory glance to make sure nobody was around before I jumped down to street level, making a dash for it. Up the side wall, in through the window that had been left open, yanking off my mask and gloves and yanking _on_ a hoodie, then diving under the covers—

A few moments later, when I was met with only silence, I began to relax into my pillow. _Yes…_ I'd made it with a few minutes to sp—

I flinched as the alarm started screeching. The clock very nearly met the same grizzly demise as its predecessor, but I caught myself right before my hand smashed into it, and instead, just turned the alarm off. Then I groaned, burying my face back into my pillow.

"Peyton." My name was being called through the door, and a sound that was definitely _not_ whining started in my throat.

"Five more minutes, Aunt May," I complained through my pillow.

" _Now_ , Peyton." I heard the door start to swing open. Hastily, I zipped up my jacket and turned to face her. "You slept for ten hours last night," Aunt May was saying, a wry smile on her face. "You've gotten plenty of rest. Time for school!"

 _Sigh. Should have known it was too good to be true_. Outwardly, I just offered a sheepish look. "All right, all right, I'm getting up." I sat up in bed, careful to make sure the covers and my jacket kept everything hidden. Then after a moment, I gave her a look. "Um, privacy please?"

Aunt May rolled her eyes good naturedly. "It's nothing I haven't seen, you know."

"Ew! Don't want to know!"

"All _right_ ," she gave in, laughing. Then Aunt May regarded me again. "Y'know, Pete, I don't understand how you can sleep with that jacket on. Aren't you burning up?"

"What? _Nah_ ," I insisted, brushing it off. "It's cozy!" There was a pause, before I coughed pointedly.

My aunt let out a mock sigh, looking heavenward, but there was a smile on her face as she closed the door.

I waited a second before leaping up and racing to the door, locking it. Then I glanced over at the vanity, getting a good look at myself: baggy sweatshirt over skin tight super hero costume. Not my best look. With a sigh of relief, I began stripping pieces of my costume off.

It's not always easy to balance both sides of my life. I mean, I'd been doing this for a while now, and it still threw me sometimes.

I held up the main body of my suit, and wrinkled my nose. I wasn't going to get a chance to wash it, _again_. But, I was going to at least insist on taking a shower before I put it back on. See, I almost always wear it under my clothes, so I can jump in if any trouble starts.

Of course, that was a lot easier over the summer; now school had started up again. I'd been out late and out early and definitely _not_ getting ten hours of sleep, but, hey— crime never sleeps either, so at least I had company, right?

I wandered downstairs a little while later, a fresh pair of clothes over a not-so-fresh costume, with still-mostly-wet hair. I grabbed a piece of toast that was just popping up from the toaster and started heading for the door.

Aunt May caught me before I managed to escape. "That is _not_ enough for breakfast," she scolded. "And is your hair still wet?"

"It'll dry on the way to school," I dismissed around bites of toast.

She gave me an exasperated look as I scarfed my breakfast, and turned to pick up something from the counter. "Here," she said, pushing a cup into my hands. Apparently it was some kind of shake? It was also _green_.

My reaction must have shown pretty clearly, because then Aunt May was swatting me with her spoon. "Don't make faces!"

"H-hey!" I laughed, trying to duck away.

She was wearing a look of pretend annoyance. "You need more protein in your diet," she insisted.

"That way I grow up big and strong, right?"

"Don't you sass me, young lady," Aunt May returned in an amused warning, shaking her spoon at me.

I held up my hands. "I give! I give!" I then hugged her— and used the opportunity to place the shake back on the counter, snagging a banana instead. "All right, I love you, see you later!"

I got halfway to the door before she noticed the switch. Her voice was exasperated. "Peyton!"

Pretending not to notice, I just called back, "Bye!" and started walking faster.

"Don't forget to pick up the cake on your way home!"

"I won't!"

Before I pulled the door shut behind me, I got a glimpse of my aunt shaking her head, her expression halfway between annoyance and amusement.

Whew. Narrow escape. It had been a morning of close calls, it seemed.

Now, I could _walk_ to school, or take the train— but let's be honest, that was _so_ last year. Within a few minutes, I was back in the air, web-slinging through town, and loving every second of it. Besides being _far_ cooler, my way had the added benefit of giving me a spider's eye view, just in case I spotted any action. So far, though, it seemed like not a lot was going on, and I paused on the edge of a building, next to one of those big news screen billboards.

"SPIDER-GIRL IS A MENACE!"

Y'know, it's a good thing that when I flinch, my instinct is to _stick_ to things, not to let go. I turned to glare at the screen, where the one and only J. Jonah Jameson was delivering his daily rant. "And a good morning to you too, sunshine," I drawled.

Seriously. This guy has been gunning for me ever since I started out. He runs Daily Bugle Communications, and he's gotten the whole city to think I'm a 'masked menace'. Ugh.

Well, despite J.J. seeming to think the world was going to end if I wasn't immediately captured and thrown in jail, it didn't seem like there was any more trouble for me to poke my nose into this morning. Lucky break, I guess. So, I decided to take a slight detour, a few blocks away.

One quick change in an alley— although, so much for my shower— and I slipped back out to the main road. It wasn't too far of a walk from there, just to the bakery on the corner.

I ducked in through the door, a bell chiming somewhere in the shop. There was no line just then, and someone at the counter, so I walked right up. "Hi! I just wanted to double check an order, for Parker?"

He glanced up at me, then pulled over a notepad, skimming through it. "May Parker?"

"That's the one."

"…Yep, it looks good to go," he confirmed, looking back up at me with a smile. "It'll be ready this afternoon."

I grinned back. "Perfect! I'll pick it up after school."

He chuckled at me. "All right, we'll see you then."

I was already on my way out the door, but I turned to look back over my shoulder. "Awesome, thanks!"

I ducked back into the alley to yank my street clothes _back_ off and get my mask, gloves and boots on. See? Wearing the costume underneath makes this go much smoother.

Of course, you may be asking, Spidey, what's the deal? What's so important about some pastry that you'd take time out of your crime-fighting duties? Well, it's kind of a long story. You see, I haven't always been Spider-Girl… I wasn't _born_ with these powers. And, believe it or not? That cake has a lot to do with _why_ I became a hero at all.

* * *

My name is Peyton Parker, and, at this particular time in our story, I was fifteen— just starting my sophomore year in high school. I was what you would call, 'slightly dorky', being interested in science and computers and comics, and not a whole lot of girly things. I was also the perfect embodiment of the 'three S's of wimpdom': short, scrawny and smart. (Plus I wore glasses, but I can't actually think of a word to describe that starting with 'S'.)

Anyways, it made me a popular target for bullying and teasing. Mostly I just tried to write it all off with a quick joke or witticism… which usually caused me more trouble than good, but what can I say? I never quite know when to stop talking.

So, I was hanging out up in the chemistry lab by myself, tinkering around with some chemicals. Our lecture the day before had been all about the chemical properties of adhesives, and it was too interesting to pass up.

The creaking of the door made me jump; strictly speaking, I wasn't supposed to be playing around in here unsupervised. My hand slipped, and suddenly the compound in the beaker in front of me exploded into about a thousand little glue-strands that got _everywhere_.

I yelped, trying to pull myself free, only to hear chuckling coming from the door. "I _really_ hope that's not part of the assignment."

"H-Harry! MJ!" My expression was equal parts relief (for not being caught by the teacher) and embarrassment (for being caught by my two best friends).

Harry shook his head, walking over to help me try to disentangle myself. MJ was just staring at me, clearly amused, and commented, "We figured we'd find you hiding in here."

I protested, "I'm _not_ hiding!" Then more dignified: "I'm _experimenting_."

"With what?" Harry didn't bother to hide his grin. "Turning the school into a haunted house?"

I pretended to glare at him. "Ha, ha. Come on, are you gonna give me a hand or what?" Although I had to concede, it did look kind of like cobwebs. It was just as annoying to get cleaned up, too.

At this point, MJ had moved over to help too, and she was smiling just as widely. "Only you would spend free time in the science lab, Pete."

"Yeah, well…" We had twenty minutes to wait for the buses to come pick us up for our first field trip of the year, so all the students in our class had gotten the period free while we were waiting. I'd chosen to spend that time, well… you know how that turned out. I finished a bit lamely, "I like it in here. It's quiet!"

The look they were both giving me was disbelieving, and I answered it with a guilty smile, rubbing the back of my head. Then grimaced as I realized there was glue stuck in my pony tail.

Harry made a face as he tried to flick a piece of the stuff off of his fingers, then glanced back at me. "You know, I kind of figured you'd be more excited about going to see the OsCorp labs."

"I'm excited!" I found myself protesting again.

"Sure," MJ teased, poking me in the shoulder. "That's why you're eagerly waiting for the buses to get here, downstairs, with everyone else."

I ignored that and continued on: "I am so excited right now, I could wax poetic about electron shells."

Harry grimaced. "Please don't."

MJ and I both laughed at that, and I stood up, trying to brush the last few bits of dried glue-strands from my shirt. "Well," I allowed, "at least once we get there, it'll be cool!"

Throwing her arm around my shoulder, MJ chuckled. "You know, they're not going to let you play around in the lab, right?"

"Killjoy!" I shot back. "I know. But… still, getting to see a real, professional, _working_ lab?"

…Okay, I was maybe a _teensy_ bit excited about this field trip.

The other two were just looking at me, until Harry finally laughed, "You are such a nerd. H- _hey!_ " MJ had shoved his shoulder and was giving him a mock glare; Harry threw up his hands to defend himself, still chuckling.

I went for the more mature approach and stuck my tongue out at him. Without missing a beat, Harry flicked some of the glue stuff at me. I cried out, scrambling to get it off of my tongue. "Oh, eugh! Gross!" Harry was cracking up again, and I gave him a glare of my own.

"Hey, you never know," MJ broke in, steering the conversation in a different direction. "Maybe you can introduce yourself to some of the scientists?"

"Yeah," I agreed, "that might really help when I start trying to look at internships next year."

"…Well," Harry drawled, "they are the _OsCorp_ labs. If you really want to meet the scientists there, I'm pretty sure I can get a tour set up for you."

I instantly perked up at that thought. "What— seriously?"

"Wow, your voice gets squeaky when you're happy," Harry observed with a grin.

"Oh shut up!" My annoyance was all for show, though. "But can you really?"

"Uh, yeah," Harry insisted, shrugging like it was no big deal. Like meeting some of the top minds in their various scientific fields was _no big deal_. "My dad won't mind," he went on, oblivious to my reaction. "He loves you."

Snorting, I countered, "I think 'love's a pretty strong word."

His expression got a little more distant. "You have no idea," he added wryly, and MJ and I tried not to wince. After a moment though, his mood lightened back up. " _But_ , he really appreciates me not failing math."

"There is that," I conceded. "…Well, I'm not going to say no!"

They both chuckled again, and this time MJ took my arm, offering me a warm smile that I couldn't help but return. "Come on, let's head downstairs," she said. "The buses will be here any minute."

While the prospect of a half hour bus trip surrounded by the rest of my class didn't sound like something to look forward to— with both of my best friends walking on either side of me? It didn't seem so bad.

…Maybe I should take a moment to describe these two. After all, besides Aunt May, they're two of the most important people in my life.

Harry, as you might have figured out by now, is the son of Norman Osborn, aka owner and CEO of OsCorp. The two of us might seem like a unlikely pair, but we've been best buddies since the beginning of middle school. That, and, I am one of the few girls I know of (besides MJ, of course) who doesn't— as he puts it— fawn all over him. I usually put it, 'dangle off of him like a leech'. I also tutor him in math and chemistry, which earns me even more dislike from the girls that would loooove to be spending time with Harry.

You might also have picked up on the fact that Harry and his dad had a few… issues, I guess. I don't know. To me, Norman always seemed like a great guy, although he tended to be busy with a lot of other things. I just assumed that came with the territory of running a huge company like OsCorp.

Now, MJ, or Mary Jane Watson, has been my friend since early childhood. In fact, she was my first friend, and we've stayed that way ever since. She's bound and determined to be a reporter one day, and I believe she can do it. If only she wasn't dead set on working for the _Daily Bugle._

MJ's tastes in newspapers aside, she had always been nothing short of amazing. I mean, she was everything I wished _I_ could be… tall (well, taller than me), beautiful, confident. Oh, definitely confident. I absolutely loved spending time with her, and… well, um… maybe we should just leave it at that, for now?

Besides! While that might have been a fairly typical morning for me and my pals… what happened at OsCorp that day was anything but normal.

Okay, so, stop me if you've heard this one before: girl goes on field trip to science lab. Girl gets bit by genetically altered spider. Girl develops _totally awesome super powers_ — and is no longer just any plain old girl, but _Spider_ -Girl!

Suddenly, I could leap, I could climb— straight up walls! I was so strong, I could pick up a _truck_ — I almost threw it, too, just to see how far it would go, before realizing that the owner probably wouldn't appreciate that. But I wasn't just strong, oh no— I was _fast_ , and _agile_. I could do back flips and front flips and stuff I had never _dreamed_ of being able to do. And my spider-sense— like a sixth sense warning me of danger! Amazing!

The icing on the cake was my eyes— my vision literally improved over night. And not just to the point where I didn't need glasses anymore— I could see better than I ever had!

Let me tell, you, I was really high on life at that point. These powers were incredible, and I was loving every second of them. Yes sir, this was a new start! A new, improved Peyton Parker, one that didn't get shunned for being nerdy or unpopular. And that was all going to start with—

"Cheerleading tryouts?" MJ sounded completely dismayed, keeping pace alongside me as I walked down the hall. "Are you completely out of your mind? Since when do you enjoy _cheerleading?_ "

I could understand her concern— the _old_ Peyton would never have been able to pull this off. "I've been practicing," I brushed it off. The look on my face could only be described as smug. "Don't worry, it'll be fine."

"Peyton. You know I love you and would never want to tell you not to try something," MJ was insisting, and I just about missed a step at that, but quickly recovered. "But you know absolutely nothing about cheering or gymnastics. You could seriously hurt yourself!"

"Re _lax_ , MJ, it'll be _fine!_ "

I pushed the doors of the gymnasium open, wearing a wide smile. I got several blank looks in return.

"You're in the wrong place, Parker," a droll voice called from across the gym. "These are the _cheerleading_ tryouts."

Glancing up, I wasn't surprised to find that it was Sally Avril, captain of the squad, who had spoken. Right now she was eyeing me as though I was something her cat had drug in from the yard. The other members of the squad were ranged on either side of her, looking about as welcoming. I smiled even wider. "I know."

Sally had at this point walked up, arms crossed as she looked me up and down. Finally, with a look of distaste, she turned away. "Whatever. Just get in line with the others."

Ha! Score one. I moved to where all the other girls were waiting to try out, and turned back to MJ, who was standing next to the door, an uneasy look on her face. I shot her a thumbs up, and she gave me a weak smile in return. Really, she was worrying over nothing. I actually _had_ practiced, and it didn't take long to figure out that if I was about to do something that would hurt, the twinge in the back of my head would warn me first.

It was kind of neat, I had to admit— I had never gone to a sports tryout in my life, so it was a first for me. It was also kind of funny, seeing how over-the-top enthusiastic some of these girls were getting. I wasn't worried, though. I had an ace up my sleeve that would put this tryout in the bag.

When it came time for us to demonstrate our gymnastic ability, Sally called for volunteers. The complete look of surprise on her face when my hand shot up was _so_ worth it. Her eyes narrowed, but then she started to smirk. "Sure, Parker, you're up first. Show us what you've got." She gestured to the mat. Meanwhile, there were snickers from the line of cheerleaders— and from the line of girls trying out. Yeah, we'd see who was laughing in about thirty seconds.

I didn't give them any warning, just taking a few steps' running start, then flung myself into a forward flip— then another— then a midair somersault. Then, just as an added bonus, I did a standing back flip.

The entire gym was silent. All of them, cheerleaders, would-be cheerleaders, heck even MJ— completely flabbergasted. I could barely contain my grin.

"So, Sally, need anything else from me?" I asked as cheerfully as possible.

She just gave a stunned shake of her head, and feeling triumphant, I strolled back towards the exit where MJ was standing, staring at me. I pushed through the door, starting to whistle to myself.

MJ was hot on my heels. "Wait just a second! Where on earth did _that_ come from?" she demanded, gesturing to the gym doors.

I shrugged like it was no big deal. "Like I said, I practiced."

"Uh _huh_ ," MJ responded dryly, eyeing me with suspicion. Heh. She could suspect all she wanted— there was no way she would ever guess what actually happened. Maybe I'd let her in on my secret… mm, but not today. For now, I was just enjoying everyone's reactions to the new and improved me. I was all grins, and nothing was gonna bring me down!

Nothing, that was, except the team list that came out on Friday.

MJ and Harry did their best to try to console me. "Would you really enjoy being on a team full of snobs, anyways?" MJ was asking.

It said a lot about how much she was trying to cheer me up that _she_ had actually been the one to suggest we all go to the comic store after school. Which was perfectly fine for me and Harry, but MJ had never been into comics. I appreciated it, and tried to give her a smile as I thumbed through one of this week's latest issues, but I was still upset at being snubbed.

I mean, I'd thought that these powers would mean something _good_ , like, finally getting noticed and being liked and fitting in. And even when I _could_ do something awesome, I was still treated like some nobody! It wasn't fair.

"So," Harry started, and his innocent tone had me eyeing him over the top of the pages. "How come the store owner never kicks you out for reading comics in here?" He gave me a scrutinizing look. "It's 'cause you're a girl, isn't it?"

Despite myself, I had to laugh. "Um, I'm not sure he's even noticed I'm a girl."

"That seems like something someone would notice," MJ remarked, raising one eyebrow, and I chuckled again.

"No," I said, turning back to Harry to answer his question. "It's because I set up his website for him." I gestured dismissively with one hand.

Harry seemed much more impressed than that really warranted. "Seriously?"

"Yeah," I replied with a shrug. "I took some amateur shots of the place with my camera, then whipped up a layout. Nothing fancy, just basic HTML. Took, like, an afternoon." That was when I realized both of my friends were staring at me. Harry had that familiar look on his face, and I rolled my eyes, grinning. "Go on. Say it."

"Nerd," he teased good naturedly.

" _Thank_ you!" I responded, as though it were the highest praise.

"You're welcome!"

" _Jealous_ ," I teased right back.

Harry just let out an amused snort. "No kidding. It is _not_ fair that all that stuff comes to you so easily."

MJ was giving both of us exasperated looks, but I just sort of shifted and shrugged again, almost embarrassed. "Well, everyone's got something they're good at." Harry's expression turned into that distant look he gets and I could have kicked myself for hitting the wrong subject. Trying to lighten the mood back up, I continued, "I'm good at math and sciencey stuff… You're good at being cool and not getting stuffed into lockers!"

I'd meant it as a joke, but instead of lightening things up, both Harry and MJ immediately looked incensed. "Is someone giving you trouble again?" Harry demanded.

" _What?_ Nooo…" I scoffed, totally lying and— judging from the looks I was getting from the two of them— not doing it well.

But I could handle the Neanderthals in our class… and if I wasn't embarrassed before, I was now at my friends' insistence on protecting me. All the same, it was endearing… there was a reason, after all, that these two were my closest friends.

Like when Harry would tease me for being a 'nerd'… coming from him, or MJ, it was never more than light hearted ribbing, and it never upset me. Because, what it meant to me, was… even though I _was_ a huge nerd (heck, I still am)— they still liked me. Not just in spite of it, but _because_ of it. Around them, I never had to be ashamed of being myself.

So Harry would call me a geek, and I'd call him a rich boy, and we'd both steal MJ's camera and film fake interviews with each other while she chased us down trying to get it back. Honestly, I couldn't have asked for better friends.

All the same, I wanted to steer the conversation back to something different. So, I casually asked, "Ever wonder what it would be like to have super powers?"

Okay, maybe not the most subtle question in the world. But, despite what had happened at the tryouts, I was still pretty pumped over my newfound abilities.

MJ just raised an eyebrow again, and Harry laughed. "Hah! Of course," he said, smiling wide. MJ shook her head at the two of us, not bothering to hide her own smile while Harry considered the question. "But, y'know, it _has_ happened… I mean, there are real super heroes out there now."

"What, like Iron Man?" I asked, interest piqued.

"There are others too," Harry went on, and even he seemed to be getting excited with this topic of conversation. "My dad has talked about them. Like Captain America."

"Yeah, I've heard of him." I placed the comic I'd been leafing through back on the rack. "Or that guy who's supposed to be from another world, Thor?"

Harry's face was split by a wide grin, and he struck a pose, that, I _assume_ was supposed to be of him holding a hammer and looking powerful. After a moment, MJ and I both started snickering, which turned into full-on laughter when he shot us an incensed look.

I was still chuckling when I added, "Heh, they should write comic books about them!"

"Yeah, that would be totally cool," Harry agreed, starting to look a little less miffed. "I'm kind of surprised that they don't already."

"No kidding. But," I added, frowning, "I'm pretty sure there aren't any comics about Iron Man yet."

The look I was getting from him was droll. "Seriously, there are more super heroes than just Iron Man!"

" _Well_ ," MJ broke in, voice dry. "As riveting as this conversation is, I need to start heading home." I gave her a sheepish look, and her expression softened. "Hey, are you doing all right?"

I smiled back. "Yeah, I'm fine now," I promised. "Thanks."

Her expression became apologetic. "Sorry, normally I'd walk home with you, but I've got to run a few errands on the way—"

" _Don't_ worry about it," I cut her off, glad that I wouldn't have to make an excuse.

"Hey, I can give you a ride," Harry jumped in. Of course, by him, he meant his driver, and although I was never one to turn down a free ride, this time I had something else in mind.

"Thanks Harry, but I was just going to walk," I admitted.

"Oh." Whoops, I hoped he didn't think I was brushing him off. But then he seemed unconcerned. "No worries; just be careful, okay?"

They were _both_ giving me that look now, and I let out an exasperated sound. "Okay, mom and dad, I'll remember to look _both_ ways before I cross the street," I sassed.

MJ shook a finger at me. "We will turn this comic store around, young lady."

I had to bust up laughing at that. "Hey! Making lame jokes is _my_ job!"

"You should have beat me to it, then," she replied primly, head held up, smirk on her face. "Harry," she said as way of farewell.

He was chuckling at the two of us. "See you tomorrow, MJ."

" _Bye_ , MJ," I said pointedly, and she grinned at me on her way out the door. Then I turned back to Harry. "I hate to say it, but I should probably head out too, before my aunt and uncle send out a search party for me."

"All right," he allowed, if reluctantly. "Sure you won't take me up on that ride?"

"Next time," I promised, heading for the door.

"I'll hold you to that! Later, Petey," he called after me, and I waved back.

"Later Harry!" I had my hand on the door when something suddenly caught my eye.

Right next to the comic shop's door was a bulletin board… you know, full of the usual things. Card game tournaments, advertisements for people selling stuff… but one in particular stood out to me.

It was a flier for open fight nights at a local MMA arena, where anyone could get in the ring for a chance to win a thousand dollars cash. And tonight was going to be Ladies Night…

This was it. This was my chance to use my new powers! And if I won— a _thousand dollars_. Holy cow. I realized I was gripping the edge of the flier, and quickly let go, before focusing on the address, trying to burn it into my memory. Then I glanced surreptitiously backwards, making sure Harry hadn't noticed my delay. I mean, usually I share all of my dumb ideas with him or MJ, but this time, I didn't want him talking sense into me. I wanted to prove myself. And the money wouldn't hurt, either.

Satisfied that I would remember, I pushed through the door, out onto the street, whistling to myself. I could see it all in my head. Tonight was going to be _great_.


	2. Once Bitten

My high spirits hadn't diminished by the time I arrived back at my house— of course, the fact that my route home had largely been over roof tops and across gaps _most_ humans could never dream of jumping might have had something do with that. I let myself in, slipped off my backpack and headed for the kitchen to grab a snack.

"Well you look like you're in a good mood," a soft voice called out.

I turned to see my uncle reclined on the couch, smiling; I returned the gesture. "Hey, Uncle Ben! You're home early," I noted.

"Yeah," he admitted with a wince. "The day got cut short. You're home a little late, though."

"Me and MJ and Harry decided to hit the comic book store," I answered, a little distracted as I started rooting through the fridge.

"Mm," Uncle Ben offered. "Find anything good?"

"What, at the comic store or in the fridge?" I ducked my head out to flash a grin at him.

He tried to hide his amusement. "Don't let your aunt hear you talk like that," he teased.

"My lips are sealed," I promised. "But nah, I didn't buy anything." Why did everything in here have to be healthy? What kind of teenager subsisted on _healthy_ food? I settled on some orange juice, and stood up to pour myself a glass. "Hey, mind if I go over to Harry's tonight?"

Uncle Ben considered it for a moment. "Well, I suppose it's not a school night… So long as you finish your homework first," he finally allowed.

"Yes, yes," I agreed, pretending to be exasperated as I made my way back to the table, juice in hand. "I'm going to knock it out now."

While I seated myself and pulled out my binder, I noticed my uncle coming over to stand behind me. I was mostly focused on digging out my math textbook so I could get my work done and over with. Because of that, it didn't really register when he reached past me and slipped a piece of paper out of the binder's pocket.

"Is this your history test, Pete?"

"Huh? Oh yeah," I answered, glancing at the piece of paper in his hands before going back to what I was doing.

I should have realized from the tone of his voice that there was more to it than that. "Peyton." _That_ caught my attention… parents just have this way of saying your name where you instantly know you're in trouble, though I couldn't imagine _why_. When I looked back up at him, confused, he was holding up my test. There was a slight frown on his face. "Your test score," he prompted gently, tapping the top of the page.

"It's an 89," I said, a little incredulous.

"It's a _B_."

"Are you kidding me?" Now I was starting to get incensed. "You're mad over a _B?_ B plus, I might add," I threw in, miffed.

"I'm not mad," Uncle Ben insisted, forehead creasing. "I just know you can do better. Like if you had bothered to study for it," he added pointedly, and I definitely did _not_ feel a pang of guilt at that.

"What? Why should I cram?" I shot back. True, I hadn't studied for that exam at all, but I didn't exactly _need_ to. "Look at how well I did!"

"What I see is that, if you had applied yourself just a little more, you could have aced it." The disapproving look on his face couldn't have been more obvious.

At this point, though, I was entirely on the defensive, arms crossed in front of me. "I can't believe this. Y'know some people get mad at their kids for _failing_ ," I pointed out sarcastically. "Other kids _failed_ that test—"

"This isn't about what other kids can do," my uncle cut in sternly. "It's about _you_."

"So I'm supposed to be better than everyone else?" I snarked.

His frown just deepened. "You're supposed to take some _responsibility_."

I let out a frustrated sound. "Uncle Ben, it doesn't _matter_. I've still got an A in the class. Even if I didn't, it's still a passing grade!"

"It matters," he replied, "because you could have done your best, and you didn't."

"It's _high school_ ," I insisted. "It's not _that_ important."

"You don't know that!" I was taken aback by my uncle's sudden vehemence. He wasn't shouting, but he didn't need to. "What about _scholarships?_ " he pressed. "I know you want to go to college." We both fell silent, as a lot went unspoken in that sentence. He then shook his head, sighing. "Pete, we don't always know which opportunities are the important ones, until they've passed us by."

I was just fed up with getting lectured over what I saw as no big deal. " _Ugh_ , Uncle _Ben_ —"

" _Fine_. Fine," he finally conceded, seeming to deflate, although his disappointment in me was clear. "You're going to figure it out one day."

I looked away. I was _not_ sulking.

"…I need to do my homework," I finally said, voice quiet. "Can I still go over to Harry's after that?"

There was a protracted silence, before he sighed again. "Yes, you can still go. After your homework's done."

And with that the conversation was over. Don't get me wrong, I loved my uncle, but right then, all I thought was that he was being a stuffy old person and deliberately trying to make my life more miserable than it already was.

He was an amazing man.

I really didn't deserve him.

But, that wasn't what I was thinking then. All I really cared about was rushing through my homework so I could get out of there. Of course, I wasn't actually planning on going to Harry's, but he certainly didn't need to know that. And I wasn't going to be bothered worrying about some stupid _test_. I had something _real_ to do.

By the time my homework was finished, I was rushing to grab my stuff, when Aunt May walked in the door.

"Hi Aunt May, bye Aunt May!" I called, kissing her on the cheek as I rushed past.

"Peyton! What was that all about?" I could hear her asking my uncle as I dashed out the front door. I was too excited to worry about that, though. I could deal with it when I got back later.

I was cutting it kind of close, but without too much extra effort, I was able to run and jump my way to where I needed to be. So, when the side doors of the arena opened up to admit the challengers, I was there, waiting in line.

I was prepared, too. See, I figured they might not want to let a teenager in, especially one as small as me. But, if they didn't know how old I was, no sweat! For that reason, I had dug out an old ski mask and the matching goggles. Finishing the look off was a long sleeved shirt and leggings— and the pointed looks and snickers from the women in line were all out of pure jealousy. …Okay, so it wasn't really the _coolest_ I had ever looked; naturally, the ski mask was bright red, and the only long sleeved shirt I could find was blue. But, at least if I made a fool of myself, I had plausible deniability.

When it was my turn to get signed in, though, the woman with the clipboard gave me a dubious look. "You're underage," she immediately pointed out and it was probably a good thing she couldn't see my expression.

Instead, I smoothly replied, "You don't know that."

Her expression clearly asked, 'who do you think you're kidding?'.

"Hey," I insisted, a little incensed, "I could be anybody under the mask, right? …Come _on_ , just let me have a shot," I pleaded.

She continued to eye me before shaking her head. "Your funeral. What do we call you?"

Ha, I had looked this up before coming, so the question didn't catch me off guard. All the different fighters had these fake names or personas they used in the matches, like the Crusher or Bone Saw or Bombastic. According to the flier, these would be cage matches, which was perfect for me, since I was suddenly an amazing climber. With all of that, it had been pretty easy for me to pick out a name, and I confidently answered, "The Spider."

She glanced up at me, then rolled her eyes. "Go on in, wait until you're called."

They had us waiting in a locker room; I was off to one side by myself, trying… well, not to look like an excited school girl. But oh man, this was totally going to rock!

Finally, a girl ducked her head in and pointed at me. "You. Goggles. You're up."

I leapt to my feet, all too eager, and she smirked. Didn't matter though— no one would be laughing at the end of the match.

As I followed her down the hall, she glanced back at me. "You know, you get hit in the face, those are gonna shatter right into your eyes."

"I just won't get hit then," I replied, brimming with confidence.

"Whatever," she conceded. "Wait until I tell you to go, then _walk_ out and up the stairs into the cage. When they ring the bell, that's when you can start fighting." That last word was slightly slurred, as though she was trying not to laugh.

Bouncing up and down on the balls of my feet, I paid her no mind. I was _so_ ready for this.

From within the arena, I could suddenly hear the announcer over the speakers: "Up next, ladies and gentleman— in this corner, our reigning champion, our queen of mean— Ella Fitz-Peril!" I clamped a hand over my mouth— between that and the mask, it _almost_ muffled my snickers.

The assistant seemed just as amused, but for a different reason. "You're laughing _now_ ," she pointed out, her smirk returning. That curtailed my laughter, and I settled for glaring at her through my goggles.

"And in this corner—"

"That's your cue," the assistant said, shoving me through the curtain. I stumbled but managed to get my feet back under me, then paused, shocked by the crowd. I mean… it wasn't that big an arena, but still…

The announcer was continuing right on: "Another green challenger, daring to step into the cage! Is she afraid of failing as horribly as the last two, and that's why she's hiding her face? Who knows!"

" _Hey_ ," I muttered, before remembering I was supposed to be heading for the cage.

I dashed the last few steps, taking the stairs three at a time, just in time for the announcer to boom, "Ladies and gentlemen, I give you— Spider-Girl!"

"Wait— _what?_ " I demanded, turning back towards the steps— only for the cage door to be closed in my face. "You couldn't even say Spider- _Woman_ or something?" My complaints continued to fall on deaf ears.

"Hey, fresh meat! Eyes over here!" Already peeved, I turned to glance at the person in the opposite end of the cage and gave her a quick once over.

…I sincerely doubt that woman knew _anything_ about jazz.

But then the lighting in the rest of the arena were going down, with only spotlights left on the cage. A bell clanged— and 'Ella' wasted no time, charging right for me, screaming like some kind of animal.

" _Holy_ —" My eyes would have bugged out of my head if they could— and my brain felt like it'd been poked with a cattle prod. Like it was screaming right along with her: _Danger, danger, DANGER!_ Funny enough, I'd kind of picked up on that already.

I spun, leaping to grab at the wire on the side of the cage— I had to do a hasty splits to keep her from smashing into my legs. Then I was distracted for a moment by the fact that, I had just done the splits! While hanging from a fence! How cool was— wait a sec, there that jolt in my head again—

"Uh-oh," was about all I had time to get out before the psycho beneath me grabbed one of my ankles and yanked. I desperately clutched at the fencing, and, to my amazement— the side of the cage bowed inwards.

"What?" 'Ella' demanded, baffled by the fact that she couldn't break my grip. I let out a breath, shortly followed by a laugh, then twisted to peer over my shoulder. Muscles-for-brains's look of confusion turned to rage, and she tried again to pull me off the wall. "Get down here!"

"Nah, I'm good!" I shot back— I had her number this time. I aimed a kick with my free foot, and it caught her squarely in the chin. She immediately released my leg and staggered back, clutching her face. The crowd was going nuts; I paused to give them a little wave, before I clambered my way up the rest of the wall, pausing at the top.

I knew I could stick to walls… could I hang from the ceiling? Of course, this wasn't really a ceiling so much as more wire— and, I had to admit, people might start to flip out if they saw me dangling from the top of the cage with seemingly no support. But…

I had to try it. I loosened my grip on the wire of the wall, wiggling my fingers. Now or never. At least if I missed, I could… _probably_ … land on my feet.

I kicked away from the wall, twisting over, and it was like I knew exactly when to reach out, how far to stretch—

The fingers of my left hand clamped onto the wire of the ceiling, which sagged under my weight as I swung back and forth, dangling. People in the crowd were gasping, but that was quickly replaced by shouting and stomping. _You think that was good?_ I asked mentally. _Get a load of this!_

Carefully, I reached up and snagged the wire with my other hand. Then, I curled the rest of my body up, tucking my legs, slowly rotating until my feet rested against the ceiling.

I was literally hanging upside down from the top of the cage. If the crowd had been wild before, it absolutely exploded at that. Now, to be fair, my feet were also sticking to the wire at this point, but they didn't know that. To the audience, it looked like I was holding myself up by sheer arm strength. Which I totally could have done, by the way.

Meanwhile, 'Ella' was standing underneath of me, doing a very accurate impression of a pitbull trying to get at a toy that's being held _just_ out of reach. She was also shouting some things that I probably shouldn't repeat.

"You scrawny little twit," she spat. "You think you can hide up there forever?"

"Well you could always come up here and get me," I offered helpfully. Her dog impression was made that much better when she started howling with anger. She then took a running leap that I didn't bother to flinch away from— no cattle prod in the back of my head, so no need to worry. "Ohh! _So close_. You were so close. Come on, don't give up, I'm right here!"

Maybe I shouldn't have been taunting the extremely muscled, extremely mad fighter below, but I was just having too much fun.

"I'll tell you what, I'll come down there," I finally conceded, and her face lit up, triumphant.

"Yeah, that's right, you'd better get down here!" 'Ella' gestured towards the floor.

"No, no, I will," I insisted. "But, I gotta ask— you _sure_ you want me to come down?"

"Come on, you little chicken! Get down here and _fight me!_ "

Okay, to be honest, she didn't use the word 'chicken'. So I wasn't feeling too charitable towards her in the first place. Also, the crowd, while impressed with my appropriately spider-like antics, were starting to get restless, and were chanting, ' _Fight, fight, fight_ '. Who was I to deny the people what they wanted? "All _right_ ," I returned in a sing song voice, "if that's what you _really want_ …"

She was standing directly beneath me. Oh, I could not have planned this any more perfectly.

Without any further warning, I shoved off from the ceiling— I shouldn't have been able to do it. The reaction speed to pull off this kind of stunt was something no human had… except, apparently, for me. At exactly the right moment, my arms snapped out and grabbed her shoulders. I twisted, flipping myself around and shoving her off balance— and of course, 'Ella' just stood there through all of this, staring at me stupidly.

We both slammed to the ground— her face down, me crouched on her back— and there was a distinct _thud_ from her head smacking into the floor.

The whole room fell silent. What I had just pulled off started to sink in, as I rose out of my crouch and stepped back to the floor. I'd just taken down a woman twice my size… with a feat that could only be called super-human. I had knocked her completely unconscious with _one move_.

I was shuffled to the side as some medics jumped in, kneeling to check on the woman I had knocked out. They rolled her over— her nose was completely bloody, but she was starting to blink herself awake. "What… the _hell_ …" she was moaning.

Suddenly someone grabbed my hand and yanked it over my head. I was startled until I realized it was the announcer, yelling into his microphone. "Ladies and gentlemen! Our challenger is victorious! Give it up for _Spider-Girl!_ "

The room suddenly erupted into so much noise, I just about leapt back onto the ceiling. It was absolutely deafening— the shouts and screams and whistles and clapping— _Oh my God_. _I…_ _I won!_ I had never won anything like this in my life! I had _never_ had people cheer for me like that! I pumped my free arm in the air, and the cheering intensified.

The announcer dropped his mic and my arm, leaning over to shout in my ear, "Y'did good, kid!" He then slapped me on the shoulder and pointed me back towards the door I had entered from.

I was so giddy I could have skipped. I mean, of course, I _didn't_. No, I was feeling much too cool for that. But I was ushered out of the arena by some more assistants, and up to a guy dressed in a suit with over-gelled hair. His face lit up when he saw me.

"Spider-Girl! Congratulations," he offered, reaching out to grab my hand and shake it while I offered my numb thanks. The man turned, gesturing for me to walk with him while he continued to talk, going a mile a minute. "Very pleased to meet you, little missy; I'm the arena's organizer. Quite a show you put on out there— very nice, _very_ nice," he chuckled. "And what an underdog story! Let me tell you, the house made a pretty penny off of that fight."

It took me a second to realize, he meant that people had been betting _against_ me, but I quickly put that out of my mind, and jogged the few steps to catch up. "My pleasure," I finally replied, excitement ready to bubble over. "So, I get the thousand dollars, right?"

"Absolutely!" _Yes!_ "All you have to do is sign an exclusive management contract with me, and it's all yours." I halted where I was, as he kept going. "And let me tell you, I am _loving_ the idea of getting some new talent in here—"

"Whoa whoa _whoa_ — contract?" I asked, confused. The guy paused to turn and look at me. "Nobody said anything about a contract. I'm not signing anything!" Not to mention, legally, I _couldn't_ sign anything, and Aunt May and Uncle Ben would _never_ agree to something like this.

The guy pressed his lips together into a thin line. Then shrugged. "Well then, you're out of luck."

"But that wasn't—"

"Your problem, kid," he cut me off. "Not mine. Deal with it." With a derisive snort, he turned and walked off, leaving me standing there.

A few minutes later found me sulking in the locker room, mask off, goggles around my neck. Why did this keep happening to me? Why was it that _every_ time I had something nice _just_ within my reach, it got yanked away? I mean, what _good_ were these stupid powers anyways, if I couldn't _make_ something of them? I hung my head, raking my fingers through my hair.

A guy suddenly ducked his head into the room, and I started. "Hey! _Ladies_ room," I protested, despite the fact that I was the only one in there and fully dressed.

"If you're not one of the fighters," he said, completely ignoring my reaction, "you don't belong back here. You need to clear out."

"Oh come _on_ ," I groaned, but I got no sympathy. I let out a weary sigh.

" _Now_ —"

"All right already!" I griped, giving him a sour look. "Can I at least change?" I mean, I _was_ still wearing my wonderful ski/gymnast ensemble.

He narrowed his eyes, but after a moment, conceded, "Five minutes." The door shut and I was alone again. I sighed one more time, before reaching for my backpack.

At that exact moment my phone decided to start ringing, and I just about leapt out of my skin. After taking a second to convince my heart to stop trying to escape my chest, I dug through my backpack to fish it out and check the number. It was… Uncle Ben? Oh boy. Hopefully he wouldn't be able to hear any of the background noise. I thumbed the answer button. "Hey, Uncle Ben, what's up?" If he said anything, I'd just say—

"I just got off the phone with _Harry_."

The blood drained from my face. No… no, no, no…

His voice was low and tight and I could tell he was _mad_ , but he was keeping his tone carefully neutral. "I didn't want to upset your _aunt_ , so I haven't said anything yet."

"Uncle Ben, I can—"

" _Not_. A _word_." I fell silent, but my heart was pounding so loudly again I was surprised he couldn't hear it through the phone. "I've told May I'm driving over to pick you up. Just tell me where I'm going."

The line fell silent for a couple of seconds before I quietly gave him the cross streets. "…I'm waiting inside," I finished in a whisper.

"I'll be there in fifteen minutes," was all the reply I got. "And we're going to have a _very_ long talk about _responsibility_."

There was the slight _click_ that signaled the line going dead, but I just stood there with the phone held up to my face. It was like my mind suddenly refused to work. All it could process was a single thought:

… _I am so_ ** _dead_**.

When I finally managed to get my brain to start functioning again, I mechanically went through the motions of changing back into my regular clothes, stuffing my other ones in the bag, hefting the bag to my shoulder.

To say I was dragging my feet was an understatement. I was absolutely _dreading_ the inevitable confrontation I was about to have with my uncle. As long as I was still in here, though, that was in the future, not something I had to face _now_. So I slowly made my way back to the lobby, checking out the posters hanging up there. I could still hear the announcer and the crowd cheering through the walls. I sighed again, bowing my head forward to rest on the glass of one of the pictures. "Oh man," I muttered. "I am gonna be grounded for _life._ "

I flinched when my phone started going off again— I didn't need to check to know it was Uncle Ben, but I did anyways, just on the slim chance… But no such luck. I started to answer, wincing, but then I hesitated. After a moment, I silenced the ringer. A few seconds later, I got the beep of a missed call.

I knew it was him, calling to say he was there. I just didn't know how I was gonna face him. Even if it was only another couple of minutes, I was putting it off as long as possible. So, instead, I quickly texted 'coming' so he wouldn't think I was ignoring him.

Taking a deep breath, I tried to steel myself. When that didn't work, I briefly considered running away and joining the circus.

Nothing left to do… I reached for the door, reminding myself, I had to face Uncle Ben eventually… I just really wished that _eventually_ wasn't _right now_.

I was caught off guard yet again when my phone emitted a _second_ beep, and I pulled it back out to check. "A voicemail?" I wondered out loud. He had left me a message? I paled again. "Oh that can't be good…" Maybe he _did_ think I was ignoring him, and he was even _more_ mad and—

"Hey! _Hey!_ "

Startled at the sudden yelling coming from further back in the building, I glanced up to see a guy barreling towards me clutching some kind of bag. Someone was shouting from the hall, " _Stop him!_ "

I jumped back, staying out of the way as the guy made a bee line for the front door. He turned to look at me, and offered a gruff, "Thanks kid." With that, he was out the door and gone.

Still taken aback, like a deer in headlights, I just watched him go. Then the organizer and one of his assistants made it up to the front.

All of a sudden, my new instincts were going crazy, making my brain jump when the assistant practically _tackled_ me. "Hey, let go of me! What's your problem?" I demanded as he yanked my backpack from my shoulder— "Give that _back_!"

He pulled it open, only to let out a ragged breath. "Nothing."

I snatched it from him, clutching it to my chest. My voice was incensed and broke high; "I wasn't _working_ with that guy!"

"Then why didn't you stop him?" the organizer demanded, almost desperate.

"What— _me?_ " Now I sounded incredulous.

"You did well enough in the arena!" he countered.

I blinked, then pulled back to regard him coolly. "Yeah," I agreed after a moment. "I _did_."

It took a second, but I could see it finally click in his brain; he narrowed his eyes, starting to sneer. I was already turning away, though, pushing through the door. I'd wasted enough time in here— the assistant suddenly grabbed my arm, and I was this close to elbowing him in the gut, just to get these creeps to back off. "Look," he cut off my angry protest, "just tell us which way he went!"

Yanking my arm free, I gave them a belligerent look. The organizer looked like he was about ready to try and hit me; I shot him an angry glare before letting out an exasperated, disgusted sound. "He went _that_ way." I gestured in the direction the man had run before letting my arm flop to the side. "Are we done here?"

They weren't paying attention to me anymore, though— they were having a hushed conversation between themselves. "Mark, we need to call the cops," the assistant was saying, "the guy's gonna be long gone by now."

 _Yeah, and he's not the only one_ , I thought to myself. I needed to get moving before Uncle Ben _really_ had a conniption fit. Slipping away from them and out the door, I ignored the dirty look the organizer was throwing at me, and began my slow trudge down the block.

Admittedly, I was dragging my feet again. I know, I shouldn't have. Uncle Ben was only going to get madder the longer I took— even though it was _those guys' fault_ for holding me up!

As I drew closer to the corner, my brow started to furrow in confusion. Where was Uncle Ben's car? I knew I told him the right cross streets— didn't I?

That was when I realized there was a person, laying on the sidewalk.

My blood turned to ice.

Oh no— _no_ —

" _Uncle Ben!_ "

Everything just… turned into a frantic blur at that point. I think, I was screaming for someone to call an ambulance. I remember my hands on his stomach— my arms shaking so bad I could barely keep them in place— just trying to stop the bleeding but it wouldn't, it— it _wouldn't stop_ …

A couple hours later… I was lying in the dark in my bedroom, staring numbly at the ceiling.

It was well past one in the morning. Neither of us had felt like sleeping, but Aunt May had finally cried herself out on the couch. I'd tried to fall asleep too, but how could I? All I could think about was that my uncle was gone, because of some lowlife with a gun.

When the cops had brought Aunt May, she'd been hysterical, clinging to me, saying that she was just glad that I hadn't gotten hurt. I was barely able to choke out, "I— I wasn't… in the _car_ , Aunt May, I—" I wasn't able to finish, my face screwing up as fresh tears spilled over. "I _should_ have been—"

" _No_ ," my aunt cut me off. "No, I'm _glad_ you weren't. You could have been killed too," she whispered. Those words had Aunt May crying again, though, and she held me that much tighter.

But I _could_ have done something. I could have stopped them. ...But I couldn't tell her that.

So I was left lying awake and alone in my room. I started fiddling with my phone, before I suddenly remember the missed call of earlier— and the voice message. I sat up on my bed, reeling like I'd been struck. It took several minutes of me sitting there, shaking once again, before I was finally able to bring myself to play it.

'Pete, it's _Uncle Ben_ —' it started out, and his voice was clearly annoyed. 'I'm waiting for you. You better get your butt out here.' I closed my eyes. If I hadn't been dragging my feet… On the recording, my uncle let out an explosive sigh… then a weary breath.

'…Peyton, I… I know you're probably terrified of talking to me right now,' he admitted. 'And I'm still mad— you are _definitely_ in trouble, young lady,' he added, a warning note in his voice; I let out a choked laugh, on the verge of hysterics. 'But… I hope you know _why_ I'm upset.

'Petey… you are such an amazing kid. Sometimes, you're so smart it's scary, to an old fogey like me.' Another pained laugh bubbled up from my throat, this one accompanied by tears. 'And we want to give you freedom, to be your own person, to do your own things. But there's something you've got to remember: with great _power_ , there must also come great _responsibility_.' His voice grew quieter. 'You are capable of so much, Pete… And, we want you to live up to that. You _owe_ it to yourself to live up to that.'

By this time, tears were flowing freely down my face, and he let out a much quieter sigh.

'…All right, we'll be talking about all of this soon enough, I suppose. So come outside, and we'll head home, okay? …And remember, I love you Petey.' There was that soft click, and the room went silent.

At that, my face screwed up, unable to keep myself from breaking down. When I tried to breathe, it came in gasping sobs that wracked my whole body. It took several minutes before I could force my breathing back under some kind of control, and by that time, the rest of me was trembling too.

 _Power…_ well guess what? I had powers! What _good_ were those powers, if I never got a chance to use them? With a choked scream I tore the sheets and blankets from my bed, flinging them across the room, then buried my face in my hands. I could have made a difference. I could have _saved_ Uncle Ben!

…What I _couldn't_ do, was just _lay_ there.

Agitated, I rolled out of bed, searching for my backpack. All of my grief was boiling up into something vicious, something dangerous. I found exactly what I was looking for— the mask and goggles. I hesitated for a moment, turning them over in my hands.

It felt like it had been weeks, not hours.

Then I shook my head, shoving my way out of my room. I walked just far enough down the stairs to take a glimpse at my aunt— still sleeping on the couch. I crept back up to my room and slipped the window open. I pulled the goggles over my eyes and yanked the mask on over that, then wasted no time in getting up to rooftop level.

The officers had said they had the guy holed up in an old warehouse. Waiting him out, they'd said.

I wasn't waiting. I was gonna find this guy. I was gonna make him _pay_.

Oh… I found him all right.

In an old warehouse, just like they had told us. All the police cars with their lights flashing out front. When the guy realized there was someone in there with him, he was terrified; he started taking shots at me, which I found out, I could dodge just as easily as a punch.

The first thing I took was the gun, crushing the barrel in my hand. The next thing I planned on taking— well…

I flung him half way across the room. Before he could scramble to his feet, I was already on top of him, delivering one punch, then another, and another— then seized him by the throat. I stood, yanking him up with me. I drug the monster over to a window that had been broken, and shoved him through. I just held him there, dangling, three stories up. And I let him get a nice view of the drop, too.

His expression grew frantic, and he clutched at my arm. But, that wasn't what I was paying attention to. You see, now that we were at the window, everything was clearly illuminated by the lights outside. So I got a good, long look at his face while he was busy panicking.

And fury turned to cold horror.

It was the robber… the guy from the arena. The guy _I_ let go. _Oh God…_ why didn't I _realize_ —

…This was all my fault.

* * *

Now… fast forward one year.

Instead of competing in cage matches for cash, you could regularly find me beating down thugs and costumed villains alike, all in a suit of my own, which— if you ask me— is puh- _retty_ snazzy. Heh, designed and sewed it myself. Much better than what I had worn to that stupid fight, and way cooler than any cheerleader's uniform.

Unless you're asking Jameson of course. I believe his exact words were, "She puts the red, white and blue to shame!" Yeah. The guy has serious issues.

That wasn't going to stop me, though.

Uncle Ben kept trying to get me to understand— it's not about doing better than everyone else, it's about doing your best. And he was right, I did figure it out for myself. Only I figured it out too late. Never again, though.

I kept telling myself, if I had just _been_ there, I could have saved him. I _owed_ it to him to track this creep down and stop him before he hurt anybody else. Then I saw the guy's face. And I realized, I _was_ there. I _could_ have stopped it, just by doing the right thing.

As much as I hated him… as much as I _wanted_ to hurt him… I hated myself too.

I almost did something terrible that night. But, then it sank in: I couldn't change what happened. I could let this monster fall to his death— make sure he never hurt anybody, _ever_ again— but that wouldn't change things. And it wasn't what my uncle would have wanted.

I… couldn't save Uncle Ben. That opportunity slipped away before I'd even known it was there. But, I could do _something_. Save _other_ people, choose to do what was _right_ — and live up to what I was capable of.

As it turned out… I was capable of a whole lot. Especially now.

So, the guy ended up in prison instead of as a smear on the pavement— and I became your friendly, neighborhood Spider-Girl!

What can I say? The name grew on me.

Some things have changed over the last year. I've had to start wearing my hair shorter, for one, so it fits under my mask. I kind of miss my ponytail, but it only took _one_ time of getting it caught in a web line… I'm sure you can visualize the outcome of _that_. But on that note— I've got web shooters now! Completely home made, and that _includes_ the formula for the web fluid. Who ever said chemistry wasn't fun?

Now, it also means I have a whole lot less time on my hands, for home, for friends, _and_ for school. But, this time around, I was making sure I was giving it as much effort as I could… which, honestly, wasn't as much as it should be a lot of the time. Luckily, tests were still pretty easy for me. Usually. The sciencey ones, at least. The thing is, when you spend your afternoons fighting super villains, a pop quiz really does not put that much pressure on you.

Of course, some things haven't changed at all, including my love of bad jokes and sarcasm. And I'll _never_ get tired of swinging and flipping my way through the New York skyline, much like I was doing when we last left off. I was back in my element, and there was _nothing_ that could compare.

I paused on top of a (thankfully, Jameson-free) bill board to check my phone for the time. Yeah, yeah, I know, I should have just worn a watch. The problem with that is it gets in the way of my web shooter. I'd had the idea to mount a watch _on_ the web shooter itself, but until I got the time to myself to actually sit down and tinker with it— hah, you can guess how often that happens— I was stuck pulling out my cell.

Hm. Starting to cut it a little close. I probably needed to be heading for school—

The sound of screeching tires immediately tore my attention away from the time.

—Or _maybe_ I needed to worry about stopping that skidding cop car first!

I dashed along the roof tops, but even as fast as I was, I could see I wasn't going to make it in time. The car had skidded around the corner and was already up on two tires— and it was going to smash straight into a shop. Leaping into the air to give myself the correct angle, I fired a burst of webbing at the store's front window.

The car still plowed into the building, destroying the storefront, but the web held. And the damage wasn't _nearly_ as bad as it would have been. Instead of barreling right through the shop, the car stopped just past the threshold, and the web kept glass from flying everywhere.

Still, I was eyeing the wreck anxiously as I swung over. By the time I was clinging to the side of the damaged building, though, the cop who had been driving was crawling up and out of the passenger side window. I breathed a small sigh of relief.

The policeman must have noticed me overhead and gave a wave of gratitude. "I'm starting to think that Jameson is wrong about you, Spidey!" he called up.

"Glad to hear it, officer!" I responded. "Spread the word!"

Shooting a web at the building on the corner, I slung myself in the direction the car had come from, then jumped down to ground level. I wanted to make sure that no one else had gotten hurt by the out of control—

" _Thought_ that would get your attention," a gravelly voice chuckled.

Spinning, I saw someone emerging from the back of a truck— a truck that, now that I took a good look at it, seemed to have been carrying something valuable. I didn't have too much time to figure out _what_ , because I was a little more preoccupied with who I was suddenly facing down— the Trapster.

" _Hey_ , it's my favorite glue stick!" I held both my arms out like I was greeting an old buddy. Inside, though, I was groaning.

Take note, true believers! Despite the cheerful greeting I was _not_ happy to see this clown. He's a super villain whose 'theme' is… you'll _never_ guess this one… _glue_. In fact, his main method of attack: a _glue gun_. And, yes, it's about as ridiculous as it sounds.

And yet, despite that, he always managed to get the best of me! All three times I'd tangoed with the Trapster, it went south— and I ended up glued to something embarrassing.

Also, it might be good to note, this was not my usual fare. Don't get me wrong, I'd tangled with some super powered baddies, taken down a villain or six. Mostly though, I was more of a 'street crime' kind of spider. I mean, the takedown in the warehouse that morning? Pretty typical for me. Arts and crafts themed evildoers, not so much.

But lately, it seemed like the more superheroes that showed up, the more super villains there were to get in our way. Not that I'd call _this_ guy super _anything_. Super annoying, maybe.

I wasn't going to let on any of that to him, though. Instead, I kept speaking, slowly sidestepping to try to get into a better position. "We have _got_ to stop meeting like this, Trapster— people are starting to talk!"

He just grinned, and aimed his glue gun at me. I tensed up, and tried to assured myself, fourth time's _gotta_ be the charm. _All right Spidey, let's see if you've learned from your mistakes!_

Although, as he finally took the first shot and I leapt out of the way, I reflected that the main thing I learned was— I ducked a second shot— don't get hit by the goop!

That glue gun wasn't very good up close, so I pressed forward; Trapster tried to pull back but I definitely had him beat in the 'speed' category. I feinted low then hit high, punching Trapster straight in the face. The blow flung him into a parked car, triggering its alarm.

To Trapster's credit, he surged right back up, with a maniacal grin on his ugly mug and several objects in his hands that I recognized as glue grenades. And don't ask how I recognized them.

He flung a whole handful straight at me; I backflipped the first few, then web-slinged up to the side of a building. "Why don't you stick around?" he taunted, stalking back out to the middle of the road.

"No thanks," I shot back, firing a few web shots at him and forcing him to duck behind the truck. "I've got the sticking thing covered. Also," I went on, bouncing out of the way as he leapt out from behind his cover, glue gun a'blazing— "Maybe work on some new material? If this is going to be a recurring thing," I pointed out, a stream of liquid adhesive following after me, "I think we ought to keep things fresh!"

I started web-slinging in one direction, then fired another web the opposite way to yank myself back, successfully throwing off Trapster's aim. I then swung myself to the back of the truck, and kicked the door the villain was hiding behind. My reward was a loud _clunk_ , the more muted thump of someone falling to the ground and some muffled cursing followed by silence.

Leaping to the top of the truck, I peered over to check on the Trapster. Maybe I had actually gotten lucky?

Or, I reflected, upon seeing his crazy smile beaming up at me— _maybe_ he was just pretending to be down for the count. My spider sense went off, and I tried to sling myself out of the way as he hurled yet another glue grenade at me— only this time, I wasn't fast enough.

" _Nngh!_ " Grunting isn't exactly the most lady-like sound, I know, but it's hard to avoid when you've just been flung into a wall. As I tried to push away from the building, though, I found that I couldn't, and looked myself over.

 _Oh, great job, genius_ … _there was one thing you were supposed to do!_ Ugh, I was _covered_ in glue. Luckily, not _completely_ covered— I still had one arm loose— but enough that it was going to be a freaking _pain_ to wash out. As I struggled to free myself, however, I realized that Trapster was advancing on me, beginning to sight the gun— on my _head_.

I will admit, there was a slight moment of panicked tugging. When that proved fruitless, I finally, in one last desperate bid, fired a web shot straight for the barrel of his gun, right before he squeezed the trigger.

To both our surprises, the webbing held, and the gun began to clog. Trapster frowned, pulling the trigger a few more times. The storage pack on his back was starting to gurgle, though, and his own blind panic was quickly replaced with an almost pitiful look of resignation— right before the line connecting the gun and pack exploded.

I flinched away, before taking a moment to survey the messy outcome. The goop was _everywhere_ … but mostly, it was on Trapster, who had managed to trap himself in his own little cocoon of glue. Hah, maybe if he was lucky he'd come out as a beautiful butterfly. At any rate, I didn't have to worry about him getting loose any time soon.

"Wow," I commented after a moment. "That _worked._ …Wish I had figured that out three fights ago," I grumbled as I strained once again to get my left arm free of the wall.

Once I had the use of both arms, I had a little more leverage to work on prying the rest of me off, preferably without tearing bricks off of the building. And, yes, that has happened before. I had just managed to free my back and my hip, when— " _Whoa!_ "

There was a thud and I grunted again. I had managed to miss that my foot was still stuck, and had flopped forward, banging my head into the wall.

I just hung upside down for a moment, letting out an aggravated sigh. Then I readjusted my position and grip to push myself free _again_. This time, I managed to just fall in a heap on the ground instead of smashing my face into it. I let out an exasperated puff of air as I picked myself up.

Trapster was still stuck in his glue pile; he wasn't able to speak at the moment, but the unimpressed stare he was leveling at me said plenty.

"Oh, what?" I demanded. "Don't give me that look," I sniped, brushing myself off. "Nobody said spiders were graceful."

That was when I noticed Trapster's eyes trying to bug out of his head, and he started squirming as far as his little glue prison would let him. I frowned.

"Interesting," I noted in my best scientist-making-observations voice. "Villain's eyes widening in terror, but Spidey sense not tingling…" What would…

 _Whoa_.

Moving in overhead was the SHIELD Helicarrier, and it was coming in low. SHIELD, if you didn't already know, stands for Strategic Homeland Intervention, Enforcement and Logistics Division. …You can see why they shortened it. From what I knew about them, they dealt with all kinds of threats, but… they couldn't be here for Trapster? I mean, that seemed a little low on the totem pole for an organization that regularly dealt with threats against the entire—

"Spider-Girl."

" _Hwah!_ " Yet again, my spider sense had given me absolutely _no warning_. So, naturally, I completely wigged out and spun to find myself face to face with none other than: " _Nick Fury?_ "

There was certainly no mistaking the man standing in front of me, not with the trench coat and eye patch. And Fury wasn't just some part of SHIELD— he was the _Director_ of the entire organization. And yes, that is with a _capital_ D.

Right now, his attention was entirely on me. _Me. Oh man._

"Kid?"

That one word was enough to jolt me back to reality, and focusing on him. Fury crossed his arms, eyeing me. He did not look happy.

"…We need to talk."


End file.
